Note: This document has been translated from a part of the Japanese original for reference purposes only. In the event of any discrepancy between this translated document and the Japanese original, the original shall prevail.
Securities code: 1377 August 10, 2023
To Shareholders
Hiroshi Sakata, President and Representative
SAKATA SEED CORPORATION
2-7-1 Nakamachidai, Tsuzuki-ku,Yokohama-City,
Kanagawa
Notice of Convocation of the 82nd General Meeting of Shareholders
In convening this General Meeting of Shareholders, Sakata Seed Corporation (the "Company") takes measures for providing in an electronic format the information that constitutes the content of reference documents for the general meeting of shareholders, etc. (matters for which measures for providing information in an electronic format are taken) and posts the information on the following websites. Please visit either of these websites to confirm details.
The Company's website: https://corporate.sakataseed.co.jp/ir/stock/meeting.html (in Japanese)
Website for informational materials for the general meeting of shareholders https://d.sokai.jp/1377/teiji/ (in Japanese)
Time/Date | 10:00 a.m., Wednesday, August 30, 2023 |
Place | Room Nichirin, 5th Floor, Yokohama Bay Sheraton Hotel & Towers |
1-3-23 Kitasaiwai, Nishi-ku, Yokohama, Kanagawa | |
Matters to be reported | |
1. Business report and consolidated financial statements for the 82nd fiscal year (from | |
June 1, 2022 to May 31, 2023), and | |
the audit reports of the consolidated financial statements for the same fiscal year by | |
the financial auditor and the Audit & Supervisory Board | |
Agenda items | 2. Non-consolidated financial statements for the 82nd fiscal year (from June 1, 2022 |
to May 31, 2023) | |
Matters to be resolved | |
Proposal No. 1 Appropriation of Surplus | |
Proposal No. 2 Election of Nine Directors | |
Proposal No. 3 Election of One Substitute Audit & Supervisory Board Member | |
- Paper-baseddocuments stating matters for which measures for providing information in an electronic format are taken are sent to shareholders who have requested the delivery of paper-based documents, however those documents do not include the following matters in accordance with the provisions of laws and regulations and Article 16 of the Company's Articles of Incorporation.
- Notes to the Consolidated Financial Statements
- Notes to the Non-Consolidated Financial Statements
Accordingly, the business report, consolidated financial statements, and non-consolidated financial statements included in this document are part of the documents included in the scope of audits by the Financial Auditor in preparing its independent auditor's report and by the Audit & Supervisory Board Members in preparing their audit deport.
- If the voting form (by postal mail) is submitted with no indication of either "approval" or "disapproval" for each proposal, the shareholders in question shall be deemed to have indicated "approval" for each proposal.
- If revisions to the matters for which measures for providing information in an electronic format are taken arise, a notice of the revisions and the details of the matters before and after the revisions will be posted on the Company's aforementioned website and the website for informational materials for the general meeting of shareholders.
- Please note that non-shareholders such as proxies and those who accompany shareholders are not allowed to attend the meeting.
- In principle, photography as well as audio and/or video recording are not permitted at the venue of the general meeting of shareholders. Thank you for your cooperation.
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Reference Documents for the General Meeting of Shareholders
Proposal No. 1 Appropriation of Surplus
The Company considers the return of profits to shareholders an important management issue, and our basic policy is to provide stable and ongoing profit distribution.
For the year-end dividend for the 82nd fiscal year, since profit attributable to owners of parent for the fiscal year ended May 31, 2023 significantly exceeded the previously announced earnings forecasts, the Company has upwardly revised the dividend forecast previously announced by ¥5, proposing a year-end dividend of ¥35 per share, based on the above basic policy. As a result, the annual dividend per share, including the interim dividend of ¥20 per share already paid, will be ¥55 per share, an increase of ¥10 per share from the previous fiscal year.
Year-end dividends
Form of dividend distribution | To be paid in cash | |
Distribution of dividends and the total | ¥35 per common share of the Company | |
amount | Total dividend payout: | ¥1,554,145,775 |
Effective date of dividend distribution | August 31, 2023 | |
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Proposal No. 2 Election of Nine Directors
The terms of office for all eight Directors will expire at the conclusion of this General Meeting of Shareholders. Therefore, the Company proposes the election of nine Directors.
The candidates for Directors are as follows.
Candidate | Attribute | Name | Tenure | Current position and responsibilities in the |
No. | Company | |||
1 | Reelection | Hiroshi Sakata | 25 years | President and Representative |
Director, Managing Executive Officer | ||||
2 | Reelection | Risho Uchiyama | 13 years | Supervisor for Supply Chain Div. |
Supervisor for Domestic Sales & Marketing | ||||
Div. | ||||
Director, Managing Executive Officer | ||||
3 | Reelection | Tsutomu Kagami | 12 years | Supervisor for Overseas Sales & Marketing |
Div. | ||||
4 | Reelection | Kazuo Kuroiwa | 8 years | Director, Managing Executive Officer |
Supervisor for Corporate Management Div. | ||||
Director, Managing Executive Officer | ||||
5 | Reelection | Toshihiko Furuki | 8 years | Supervisor for Research & Development Div. |
Supervisor for General Administration Div. | ||||
Senior Executive Officer | ||||
6 | New election | Zen Takamiya | - | Senior General Manager of General |
Administration Div. | ||||
Reelection | ||||
7 | Outside | Kunihiko Sugahara | 10 years | Director |
Independent | ||||
officer | ||||
Reelection | ||||
8 | Outside | Yukimasa Ozaki | 4 years | Director |
Independent | ||||
officer | ||||
Reelection | ||||
9 | Outside | Masako Watanabe | 2 years | Director |
Independent | ||||
officer | ||||
Reelection: candidate for Director to be reelected | ||||
New election: candidate for Director to be newly elected | ||||
Outside: candidate for Outside Director | ||||
Independent officer: independent officer as defined by the securities exchange, etc. |
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Candidate | Name | Number of the | ||
Career summary, position and responsibilities in the Company | Company's shares | |||
No. | (Date of birth) | |||
owned | ||||
May 1981 | Joined the Company | |||
Mar. 1990 | Managing Director of Sakata Seed Europe B.V. | |||
(Currently European Sakata Holding S.A.S.) | ||||
Apr. 1995 | General Manager of Horticultural Supply | |||
Hiroshi Sakata | Business Dept. of the Company | |||
(February 14, 1952) | Aug. 1997 | General Manager of Administrative Office | ||
Aug. 1998 | Director | |||
Reelection | Aug. 2005 | Managing Director, Senior General Manager of | ||
General Administration Div. | 157,505 shares | |||
Tenure as Director: 25 years | Jun. 2007 | President and Representative, Chief Executive | ||
Attendance at Board of | Officer | |||
1 | Jun. 2017 | President and Representative (current position) | ||
Directors meetings | May 2019 | Representative Director of The Sakata | ||
20/20 | Foundation. (current position) | |||
Mar. 2022 | Supervisor for Domestic Sales & Marketing | |||
Div. of the Company | ||||
Significant concurrent positions outside the Company | ||||
Representative Director of The Sakata Foundation. | ||||
Reasons for nomination as a candidate for Director | ||||
Hiroshi Sakata has been involved in the operations of the General Administration Division, including the Corporate | ||||
Planning Department, and in the management of overseas subsidiaries, and currently serves as President and | ||||
Representative. Mr. Sakata is nominated as a candidate for Director because he has abundant business experience in the | ||||
Company and knowledge relating to global management and administrative operations of a seed company, and is | ||||
expected to continue to fulfill the responsibilities of a Director. | ||||
Apr. 1984 | Joined the Company | |||
Jul. 1998 | Manager of Fukuoka Sales Office | |||
Aug. 2002 | General Manager of Vegetable Business Dept. | |||
Jun. 2007 | Executive Officer | |||
Jun. 2009 | General Manager of Vegetable Business Dept. | |||
and Horticultural Supply Business Dept. | ||||
Aug. 2010 | Director, Executive Officer, Senior General | |||
Manager of Domestic Wholesales & Marketing | ||||
Risho Uchiyama | Div., General Manager of Horticultural Supply | |||
(January 29, 1962) | Business Dept. | |||
Jun. 2013 | Senior General Manager of Domestic | |||
Reelection | Wholesales & Marketing Div., Supervisor for | |||
Production & Logistics Div. | 11,790 shares | |||
Tenure as Director: 13 years | Aug. 2013 | Managing Director, Managing Executive | ||
Attendance at Board of | Officer | |||
2 | Jun. 2015 | Supervisor for Domestic Wholesales & | ||
Directors meetings | Marketing Div., Supervisor for Production & | |||
20/20 | Logistics Div. | |||
Jun. 2017 | Managing Director | |||
Jun. 2021 | Director, Managing Executive Officer, | |||
Supervisor for Supply Chain Div. (current | ||||
position) | ||||
Jun. 2023 | Supervisor for Domestic Sales & Marketing | |||
Div. (current position) | ||||
Significant concurrent positions outside the Company | ||||
- | ||||
Reasons for nomination as a candidate for Director | ||||
Risho Uchiyama has been involved in the operations of the Domestic Sales & Marketing Division and currently serves | ||||
as Director, Managing Executive Officer. Mr. Uchiyama is nominated as a candidate for Director because he has | ||||
abundant business experience in the Company, such as being a supervisor for the Domestic Sales & Marketing Division | ||||
and the Supply Chain Division, and knowledge relating to regional management, and seed production and supply, and is | ||||
expected to continue to fulfill the responsibilities of a Director. |
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Candidate | Name | Number of the | ||
Career summary, position and responsibilities in the Company | Company's shares | |||
No. | (Date of birth) | |||
owned | ||||
Apr. 1987 | Joined the Company | |||
Aug. 2002 | General Manager of Research & Development | |||
Div. | ||||
Jun. 2007 | Executive Officer | |||
Tsutomu Kagami | Senior General Manager of Research & | |||
Development Div. | ||||
(January 17, 1962) | ||||
May 2008 | Senior General Manager of Research & | |||
Reelection | Development Div., Manager of Genetic | |||
Resources Dept. | ||||
Tenure as Director: 12 years | Aug. 2011 | Director, Executive Officer | 8,794 shares | |
Aug. 2013 | Managing Director, Managing Executive | |||
3 | Attendance at Board of | Officer | ||
Aug. 2015 | Chief Assessment Officer of Internal Control | |||
Directors meetings | ||||
Jun. 2017 | Managing Director | |||
20/20 | ||||
Jun. 2021 | Director, Managing Executive Officer, | |||
Supervisor for Overseas Sales & Marketing | ||||
Div. (current position) | ||||
Significant concurrent positions outside the Company | ||||
- | ||||
Reasons for nomination as a candidate for Director | ||||
Tsutomu Kagami has been involved in the operations of the Research & Development Division and the evaluation of | ||||
internal controls, and currently serves as Director, Managing Executive Officer. Mr. Kagami is nominated as a | ||||
candidate for Director because he has abundant business experience in the Company and knowledge relating to R&D | ||||
work and administrative operations based on a global perspective, and is expected to continue to fulfill the | ||||
responsibilities of a Director. | ||||
Apr. 1985 | Joined the Company | |||
Sep. 2001 | Deputy General Manager of Corporate | |||
Kazuo Kuroiwa | Planning Office | |||
(January 21, 1959) | Jun. 2007 | General Manager of Corporate Planning Office | ||
Jun. 2011 | Executive Officer | |||
Reelection | Aug. 2015 | Director, Executive Officer | ||
Tenure as Director: 8 years | Jun. 2016 | Senior General Manager of Corporate | 5,267 shares | |
Management Div. | ||||
Attendance at Board of | Jun. 2017 | Director, Senior Executive Officer | ||
4 | Jun. 2021 | Director, Managing Executive Officer, | ||
Directors meetings | Supervisor for Corporate Management Div. | |||
20/20 | (current position) | |||
Significant concurrent positions outside the Company | ||||
- | ||||
Reasons for nomination as a candidate for Director | ||||
Kazuo Kuroiwa has experience in overseas assignments, and has also been involved in the operations of the Corporate | ||||
Management Division, including the Corporate Planning Department, and currently serves as Director, Managing | ||||
Executive Officer. Mr. Kuroiwa is nominated as a candidate for Director because he has abundant business experience | ||||
in the Company and knowledge relating to administrative operations based on a global perspective, and is expected to | ||||
continue to fulfill the responsibilities of a Director. |
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Disclaimer
Sakata Seed Co. published this content on 10 August 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 10 August 2023 06:14:03 UTC.